Filed by sedaredgar.com - Mabcure Inc - Exhibit 10.1






SMARTEC HOLDINGS INC. 
3702 South Virginia Street,
Suite #G12 - 401 
Reno, Nevada 89502 
USA 

January 10, 2008 

 

INDIGOLEAF ASSOCIATES LTD. 
c/o Dr. Eli Orr 
23 Greenhill
Road 
Leicester LE2 3DN 
England 

DR. AMNON GONENNE 
c/o Dror Zichroni 
14 Metsada Street

Tel Aviv 64582 
Israel 

Dear Sirs: 

RE:    
 Intellectual Property Sale and Issuance of Shares

This letter sets out the agreement (this "Agreement")
reached among Smartec Holdings Inc. ("Pubco"), a company traded on the
NASDAQ Over-the-Counter Market (the "Market"), Indigoleaf Associates Ltd.
(the "Vendor") and Dr. Amnon Gonenne (the "Executive"), regarding
the transfer and sale by the Vendor of all of its interest and rights to a
proprietary technology (the "Technology") for the rapid and efficient
generation of monoclonal antibodies (the "Mabs") against desired
antigens, such as cancer markers, including, but not limited to, the know-how,
secrets, inventions, practices, methods, knowledge and data owned by the Vendor
and related thereto, as described on Schedule "A" hereto (the
"Intellectual Property Assets") to Pubco, upon the terms and conditions
set forth herein.

Part 1: Acquisition

	1. 	
      The Vendor agrees to sell and transfer to Pubco at the
      Closing (as defined below) all the Intellectual Property Assets free and
      clear of all liens, charges, claims or other encumbrances, on the terms
      and subject to the conditions set out in this Agreement (the "Sale
      Transactions").

	 	 
	2. 	
      At the Closing, in full and final consideration of the
      transfer of the Intellectual Property Assets to Pubco, Pubco shall issue
      to the Vendor 25,638,400 common shares in the







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      capital of Pubco (the "Vendor Shares"), which
      shares shall be issued as fully-paid and non-assessable.

	 	 
	3. 	
      At the Closing, in consideration of the services (the
      "Executive Services") to be provided by the Executive, to Pubco
      after the Closing (as provided in the employment agreement (the "CEO
      Employment Agreement") to be entered into by Pubco and the Executive),
      Pubco shall issue to the Executive 6,409,600 common shares in the capital
      of Pubco (the "Executive Shares"; the Executive Shares and the
      Vendor Shares collectively, the "Transaction Shares"), which shares
      when issued shall be issued as fully-paid and non- assessable.
      Notwithstanding the foregoing, the Executive agrees and acknowledges that
      its entitlement and title to 75% of the Executive Shares (i.e. 4,807,200
      shares; the "Vesting Shares"), which shares shall be held in escrow
      by the Escrow Agent (as defined below), shall be earned in three 6-month
      intervals (each an "Interval") from the Closing (i.e. 1,602,400
      shares at the end of each Interval) and the Executive shall only be
      entitled to the aggregate amount of the Vesting Shares if he continues to
      be retained by Pubco to provide the Executive Services for a continuous
      period of 18 months from the Closing (the "Employment Term"). For
      further certainty, and without limiting the generality of the foregoing,
      if the CEO Employment Agreement is terminated before the end of the
      Employment Term, then the number of Vesting Shares that the Executive
      shall be entitled to, shall be a pro rata amount, calculated as a
      percentage of the completed amount of the Employment Term from the Closing
      to the end of the most recently completed Interval. Notwithstanding the
      foregoing, the Executive hereby acknowledges and agrees that, in the event
      that any of the Vesting Shares shall not be vested to the Executive
      pursuant to the terms hereof, the Escrow Agent is hereby authorized and
      directed to deliver such shares to the registrar and transfer agent of
      Pubco for cancellation and return to treasury. 

      Notwithstanding the
        foregoing, if, prior to the 18-month anniversary of the Closing: (a) Pubco
        terminates the services of the Executive without "cause" (defined as: (i)
        the continued failure by the Executive to substantially perform his duties
        according to the terms of the CEO Employment Agreement (other than any
        such failure resulting from the disability (as defined below) of the
        Executive) after Pubco shall have given the Executive reasonable notice in
        writing of such failure and a reasonable opportunity, of not less than 30
        days, to correct same, (ii) the conviction of the Executive for
        embezzlement, theft, fraud or other criminal offence, (iii) the breach by
        the Executive of a fiduciary duty owed to Pubco, or (iv) the breach by the
        Executive of any confidentiality or non-competition agreement of
        undertaking of the Executive; or (b) in the event of a "change of control"
        of Pubco (defined as the amalgamation, arrangement, merger, consolidation
        or other combination of Pubco with another entity pursuant to which the
        shareholders of Pubco immediately before such amalgamation, agreement,
        merger, consolidation or other combination do not own securities of the
        successor or continuing entity which would entitle them to cast more than
        50% of the votes attaching to all common shares in the capital of the
        successor or continuing entity immediately thereafter), then all the
        Vesting Shares not yet vested shall vest immediately. Furthermore, and
        notwithstanding the foregoing, if, prior to the 18-month anniversary of
        the Closing, the Executive is unable to provide the Executive Services, by
        reason of his death or "disability" (defined as the inability of the
        Executive to perform the material and substantial duties in respect of the
        Executive Services on a full-time basis for a period of four consecutive
    weeks during the







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Employment Term), then the number of
Vesting Shares that would have vested at the next proceeding Interval shall vest
immediately. 

Part 2: Share Capital

	4. 	
      The Transaction Shares shall in aggregate represent 54%
      of the fully diluted capital stock of Pubco immediately following the
      Closing, (but expressly excluding the common shares issuable upon the
      exercise of the warrants to be issued in connection with the Financing (as
      defined below).

	 	 
	5. 	
      Prior to the Closing, Pubco shall effect a 20-for-1
      forward split of its authorized and issued and outstanding common shares
      (the "Forward Split"), such that the fully diluted capitalization
      of Pubco after: (a) the Forward Split; (b) issuance of the Transaction
      Shares; and (b) the issuance of units (consisting of one common share in
      the capital of Pubco and two warrants, each exercisable for one common
      share in the capital of Pubco) in connection with the Financing shall be
      as follows:





	Shareholder 	No.
      of Shares 
	Vendor 	25,638,400 
	Executive 	6,409,600 
	Investors
      Financing - Shares 	1,300,000 
	Investors
      Financing - Warrants 	2,600,000 
	Existing
      Shareholders 	27,000,000 
	Total Fully
      Diluted 	62,948,000 




	6. 	
      Each of the Vendor and the Executive acknowledges that
      the Transaction Shares shall be restricted as to sale under United States
      securities laws and rules, and shall carry a restrictive legend indicating
      such restrictions. Additionally, each of the Vendor and the Executive
      agrees not to sell, pledge or option any Transaction Shares for a period
      of two years from the Closing; provided, however, that this limitation
      shall expire upon and shall not apply to, an event of a "change of
      control" of Pubco (as defined above) (the "No Sale
    Limitation").

	 	 
	7. 	
      All share certificates for the Vendor Shares shall be
      issued in the name of Vendor and all share certificates for the Executive
      Shares shall be issued in the name of the Executive. Notwithstanding any
      other provision hereof, share certificates representing the aggregate
      amount of both the Vendor Shares and the Executive Shares shall be held in
      escrow pursuant to the provisions of Part 3 hereof by a mutually agreed
      third party escrow agent (the "Escrow
Agent").



Part 3: Escrow

	8. 	
      To ensure compliance with the No Sale Limitation and the
      vesting requirements under Section 3 hereof, all of the Transaction Shares
      shall be held in escrow by the Escrow Agent pursuant to the terms hereof
      for a period of two years from the Closing (the "No Sale Escrow
      Period"), and may not be sold, pledged or optioned during that period.
      Subject to Section 9 hereof, upon the expiration of the No Sale Escrow
      Period, the Escrow Agreement shall release the share certificates
      representing all the Executive







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      Shares (then in escrow and vested) to the Executive and
      30% of the Vendor Shares to the Vendor without the need for Pubco’s prior
      consent.

	 	 	 
	9. 	
      Notwithstanding any other provision hereof, with respect
      to the Vendor Shares, to secure the IP Representations (as defined below)
      of the Vendor, 70% of the Vendor Shares (the "IP Escrow Shares")
      shall be held in escrow by the Escrow Agent pursuant to the terms hereof
      for a period of three years from the Closing (the "IP Escrow
      Period"). For further clarity, upon the second anniversary of the
      Closing, subject to Section 3 hereof, all the Executive Shares and 30% of
      the Vendor Shares shall be released by the Escrow Agent to the Executive
      and the Vendor, respectively, regardless of any claim on the IP
      Representations, and the remaining Vendor Shares shall be released in
      accordance with the escrow provisions set out below.

	 	 	 
	10. 	
      Each of Pubco and the Vendor agrees and acknowledges that
      the IP Escrow Shares held by the Escrow Agent may not be sold, pledged or
      optioned during the IP Escrow Period and are to be held in escrow for the
      sole and exclusive security of Pubco in respect of any breach of the IP
      Representations. For further certainty, each of Pubco and the Vendor
      agrees and acknowledges that other than a claim in respect of the IP
      Escrow Shares as set out below, Pubco shall have no demand, right, cause
      of action or remedy against the Vendor or its permitted transferees,
      including its shareholders, beneficial owners, directors or other
      affiliates or their assets for the breach of any of the Vendor's
      representations or warranties contained herein Agreement or in any of the
      closing documents delivered by the Vendor in respect of the Sale
      Transactions.

	 	 	 
	11. 	
      While held in escrow, the Vendor and the Executive shall
      have voting rights for their Transaction Shares (but expressly including
      the Vesting Shares, even if not yet vested), and distributions of stock of
      Pubco made in respect to their respective Transaction Shares shall be
      distributed to the Escrow Agent to be held pursuant to the same terms and
      conditions the Escrow Agent holds the Transaction Shares on account of the
      Vendor and the Executive, respectively. All other distributions made in
      respect to Transaction Shares shall be distributed directly to the Vendor
      and the Executive, for their own account.

	 	 	 
	12. 	
      During the IP Escrow Period, if any third party files a
      claim against Pubco, or threatens in writing to sue Pubco (a "Third
      Party Claim"), alleging facts that evidence a breach of the IP
      Representations of the Vendor, Pubco shall be entitled to make a claim
      against the IP Escrow Shares, and recover damages from such Shares, as
      follows:

	 	 	 
		(a) 	
      Promptly after becoming aware of a Third Party Claim, and
      prior to expiration of the IP Escrow Period, Pubco shall notify the Vendor
      and/or Vendor shall notify Pubco and the Escrow Agent, in writing (an
      "Escrow Claim Notice"), specifying in reasonable detail the alleged
      breach of the IP Representations and the anticipated amount of damages
      resulting from such alleged breach plus anticipated reasonable costs of
      defence of such claim (the "Claimed Amount");

	 	 	 
		(b) 	
      If the Vendor does not, within 20 business days after
      receipt of an Escrow Claim Notice (the "Contest Period") contest
      such Escrow Claim Notice by notice in writing (the "Contention") to
      the Escrow Agent with a copy to Pubco, then within five business days
      thereafter, the Escrow Agent shall transfer to Pubco such number of IP
      Escrow Shares EQUAL TO: TWICE the Claimed
Amount







- 5 -

	 		
      DIVIDED by the average closing share price of the common
      shares of Pubco, as quoted on the Market or other exchange on which such
      shares are traded during the period of consecutive 21 trading days
      preceding the day of the delivery of the Escrow Notice (the "Average
      Price");

	 	 	 
	 	(c) 	
      If the Vendor delivers to the Escrow Agent the Contention
      within the Contest Period, the Escrow Agent shall hold such number of IP
      Escrow Shares EQUAL TO: the Claimed Amount DIVIDED by the Average Price,
      and shall release such number of IP Escrow Shares (to the Vendor or Pubco,
      as applicable) only pursuant to either: (i) a written notice signed by
      both Pubco and the Vendor (the "Resolution Notice"); or (ii) a
      final arbitration award, issued in accordance with the arbitration
      provisions below and instructing the Escrow Agent how to release such
      shares (an "Award Notice"). Within five business days after receipt
      of such Resolution Notice or Award Notice, as applicable, the Escrow Agent
      shall release to Pubco and/or Vendor the IP Escrow Shares held back by the
      Escrow Agent, as instructed;

	 	 	 
	 	(d) 	
      Within three business days after the expiration of the IP
      Escrow Period, the Escrow Agent shall release to the Vendor all IP Escrow
      Shares then held by the Escrow Agent. Notwithstanding the foregoing, in
      the event that certain IP Escrow Shares are subject at such time to a
      pending but unresolved IP Escrow Notice, as set forth in Section 12(c)
      hereof, and the Claimed Amount is quantified (as a specified dollar
      amount), then such number IP Escrow Shares as EQUALS twice the number that
      would result from the calculation as set out in Section 12(b) hereof
      (provided, however, that the determination of the average trading price
      shall commence at least three days after disclosure to the public of the
      pending claim) shall continue to be held in escrow until receipt by the
      Escrow Agent of a Resolution Notice or an Award Notice with respect
      thereto, as detailed in Section 12(c) hereof. If the Claimed Amount is not
      quantified, then all the IP Escrow Shares shall continue to be held in
      escrow until resolution as set forth in Section 12(c) hereof;

	 	 	 
	 	(e) 	
      Notwithstanding anything to the contrary herein: (i) no
      Escrow Claim Notice shall be given if the Claimed Amount (in aggregate
      with previous claims) does not exceed $20,000; and (ii) the recourse of
      Pubco to the IP Escrow Shares shall be its sole and exclusive remedy
      against the Vendor or the Executive in connection with this Agreement;
      and

	 	 	 
	 	(f) 	
      Further, Pubco shall allow Vendor to conduct and control
      the defence of any Third Party Claim, including the disposition of such
      Claim (including all decisions relative to litigation, appeal, and
      settlement), with attorneys of Vendor's choice. Pubco shall cooperate
      fully with the Vendor in such defence, and shall not admit any fact or
      liability, discuss or reach a settlement, or take any other action
      affecting the defence of such Third Party Claim in the absence of Vendor's
      prior written consent.



Part 4: Financing

	13. 	
      Pubco shall arrange a private placement with certain
      investors (the "Financiers") in the







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      amount of $1,300,000 (the "Financing") of units
      (at the price of $1.00 per unit) consisting of one common share of Pubco
      (the "Financing Shares") and two whole warrants (with one warrant
      entitling the holder to purchase one common share of Pubco at $1.25 per
      share for a period of one year from the Closing and one warrant entitling
      the holder to purchase one common share of Pubco at $1.25 per share for a
      period of two years from the Closing) (the "Financing
      Warrants").

	 	 
	14. 	
      The Financing funds shall be used for working capital,
      product development and sales of the antibody markers.

	 	 
	15. 	
      All Financing Warrants (i.e. 2,600,000 warrants) and
      one-third of the aggregate number of Financing Shares (i.e. 433,333 common
      shares) shall be issued to and held in escrow by the Escrow Agent pursuant
      to the provisions of this Part 4, and released to the Financiers or to
      Pubco, as applicable, based on the provisions hereof (the "Securities
      Escrow").

	 	 
	16. 	
      Within eight months from the date on which the Company
      moves into its research facility after the Closing (the
      "Deadline"), Pubco shall use reasonable efforts to raise an
      additional amount of $950,000, to be used for development of the
      Intellectual Property Assets, either through the exercise of the Financing
      warrants or through an additional financing (the "Additional
      Financing").

	 	 
	17. 	
      Notwithstanding anything to the contrary herein, the
      Securities Escrow shall be subject to, and the Financing Warrants shall
      contain, the following terms:




	 	(a) 	
      The Financing Shares shall be restricted as to sale under
      United States securities laws and rules, and shall carry a restrictive
      legend indicating such restrictions.

	 	 	 
	 	(b) 	
      If Pubco achieves one of the Milestones (as defined
      below) prior to the Deadline, then the Financiers, on a pro rata basis,
      shall exercise warrants for at least $950,000 (i.e., at least 760,000
      warrants at $1.25 per common share) within 30 days after receipt of
      Pubco's written notice that it achieved such a Milestone (but not earlier
      than 90 days after the Closing). Provided that if the share price of the
      common shares of Pubco, as quoted on the Market (or other exchange on
      which the shares are traded) on the date Pubco achieves a Milestone, is
      less than $1.25 per share, then the directors of Pubco may, in their sole
      discretion, allow the Financiers to purchase, on a pro rata basis, common
      shares in the capital of Pubco at the then market price, in the aggregate
      amount of $950,000 without penalty as provided by Section 17(c) hereof.
      Each of the following shall be deemed a
  "Milestone":




	 	(i) 	
      sequencing of the variable region of the novel melanoma
      Mab and filing a patent for that Mab;

	 	 	 
	 	(ii) 	
      creating novel Mabs against breast cancer which react
      with at least three different breast cancer specimen (tissue or sera) and
      do not cross react with a negative control (e.g. normal tissue or serum);
      or

	 	 	 
	 	(iii) 	
      creating novel Mabs against colorectal cancer which react
      with at least three different colorectal cancer specimen (tissue or sera)
      and do not cross react with a negative control (e.g. normal tissue or
      serum).







- 7 -

	 	(c) 	
      In the event that a Financier defaults on its commitment
      to exercise its portion of such warrants per Section 17(b) hereof, then,
      without limiting the remedies of Pubco for such breach, all of its
      Financing Warrants held in escrow per Section 15 hereof shall immediately
      expire, and its Financing Shares held in escrow per Section 15 hereof
      above shall be immediately transferred to Pubco. With respect to any
      Financier who exercised warrants as required hereunder, the Escrow Agent
      shall release to such Financier its shares then held in Escrow.

	 	 	 
	 	(d) 	
      In the event that Pubco achieves a Milestone as per
      Section 17(b) hereof but does not raise the additional $950,000 as per
      Section 16 hereof, then, in addition to the provisions above, Pubco shall
      issue an additional 5,000,000 common shares to the Vendor and the
      Executive in a ratio as determined by them, for no additional
      consideration, or pro-rata if a lesser amount is raised.

	 	 	 
	 	(e) 	
      While in escrow, the Financiers shall have voting rights
      for the Financing Shares in escrow, and distributions of stock of Pubco
      made in respect of such shares shall be distributed to the Escrow Agent to
      be held pursuant to the same terms and conditions the Escrow Agent held
      the Financiers' Financing Shares. All other distributions made in respect
      of such Financing Shares shall be distributed directly to the
      Financiers.



Part 4: Closing and Definitive Agreements

	18. 	
      Subject to the conditions set out in this Agreement, the
      closing of the transactions contemplated herein (the "Closing")
      shall occur on or before January 30, 2008 or on such other date as the
      parties may agree, to be held at the City of Vancouver, Canada, at such
      place and time as the parties may agree. If the Closing does not occur on
      or prior to such date, neither party shall have any claim against the
      other, Pubco shall not have an interest in the Intellectual Property
      Assets and the Vendor and the Executive shall not have a claim to the
      Transaction Shares.

	 	 
	19. 	
      The parties agree to instruct their attorneys to
      co-operate and complete comprehensive and definitive agreements for the
      Sale Transactions upon completion of the 15 day due diligence period set
      out below. The definitive agreements shall contain terms and
      representations customary for agreements governing the purchase and sale
      of intellectual property, and representations governing the sale of
      publicly traded shares from affiliates to third parties, as prepared by
      commercial legal counsel of good reputation. In the event that any matter
      is not agreed, this Agreement shall remain in effect and shall govern the
      terms of the Sale Transactions.



Part 5: Due Diligence

	20. 	
      Each of Pubco, the Vendor and the Executive shall each
      have the right to conduct due diligence on the other parties hereto in
      connection with the transactions contemplated hereunder. Each of Pubco,
      the Vendor and the Executive and their respective accountants, legal
      counsel and other representatives shall have full access during normal
      business hours to the management, properties, books, records, contracts,
      commitments and other documents of the other and their subsidiaries in
      connection with the transactions contemplated herein. The due diligence
      period shall terminate 15 days after







- 8 -

execution of this letter agreement,
provided all relevant documents and information are provided in a timely
manner.

Part 6: Closing Conditions

	21. 	
      This Agreement and the completion of the transaction
      contemplated hereby are subject to the following conditions,
  namely:

	 	 	 
		(a) 	
      The Financing being closed, or the funds for the
      Financing being held in escrow solely pending the Closing;

	 	 	 
		(b) 	
      The Executive being appointed as Pubco’s Chief Executive
      Officer, effective on the Closing, on a full time basis, and shall be
      entitled to an annual base salary in the amount of 120% of the salary of
      Dr. Eli Orr from time to time, plus such benefits and bonuses as may be
      set out in the CEO Employment Agreement;

	 	 	 
		(c) 	
      Dr. Eli Orr, being appointed as Pubco’s Chief Technology
      Officer, effective on the Closing, on a full time basis, with an annual
      base salary in the amount of $140,000, plus such benefits and bonuses as
      may be set out in an employment agreement between Pubco and Dr. Eli Orr
      (the "CTO Employment Agreement"); provided, however, that the
      directors of Pubco shall make the necessary adjustments to such base
      salary as may be necessary to compensate for increases in the cost of
      living in the jurisdiction where the Company's research facility shall be
      located;

	 	 	 
		(d) 	
      The directors of Pubco delivering to Vendor and Executive
      a certificate, confirming that all of its representations and warranties
      contained herein and to be contained in the definitive agreements
      described above shall be true and correct at the Closing;

	 	 	 
		(e) 	
      The Vendor delivering to Pubco a certificate, confirming
      that all of his representations and warranties contained herein and to be
      contained in the definitive agreements described above shall be true and
      correct at the Closing;

	 	 	 
		(f) 	
      Each of Pubco, the Vendor and the Executive having
      completed their due diligence review pursuant to Section 20 hereof, in its
      sole and absolute discretion;

	 	 	 
		(g) 	
      One nominee of each of the Vendor and the Executive being
      appointed, effective on the Closing, to the board of directors of Pubco,
      and such directors constituting a majority of the board of
    directors;

	 	 	 
		(h) 	
      Pubco having delivered to the Vendor and the Executive a
      legal opinion of its counsel, in a form acceptable to the Vendor and the
      Executive, as to, among other things, the valid issuance of the
      Transaction Shares;

	 	 	 
		(i) 	
      The Vendor having delivered to Pubco a legal opinion of
      its counsel, in form and substance acceptable to Pubco, as to, among other
      things: (i) the due incorporation and existence of the Vendor; and (ii)
      the due performance by the Vendor of all corporate action required by the
      Vendor to bind itself under the agreements contemplating the due and
      absolute transfer of the Intellectual Property from the Vendor to
      Pubco;







- 9 -

	 	(j) 	
      Pubco and the Executive having entered into the CEO
      Employment Agreement at or before the Closing;

	 	 	 
	 	(k) 	
      Pubco and Dr. Eli Orr having entered into the CTO
      Employment Agreement at or before the Closing;

	 	 	 
	 	(l) 	
      The Executive having delivered to Pubco a "medallion
      guaranteed" Stock Power of Attorney in respect of the Vesting Shares;
      and

	 	 	 
	 	(m) 	
      The parties hereto having received all consents,
      approvals and authorizations, and taken any and all corporate action,
      necessary to consummate the Sale Transactions.



Part 7: IP Representations of the Vendor

	22. 	
      The Vendor represents and warrants to Pubco the following
      (the "IP Representations"):

	 	 	 
		(a) 	
      The Vendor has or on the Closing shall have the full
      power and authority to transfer or cause to be transferred the
      Intellectual Property Assets to Pubco, free and clear of any material
      charges, encumbrances, liens or claims;

	 	 	 
		(b) 	
      The Vendor has all property rights and interest in the
      Intellectual Property Assets and holds all interests in all aspects of the
      Intellectual Property Assets and the intellectual property involved, and
      the Intellectual Property Assets do not infringe upon the intellectual
      rights of any other party in such manner as to materially and adversely
      affect the business of Pubco; and

	 	 	 
		(c) 	
      The Intellectual Property Assets are all the intellectual
      property held or owned or controlled by the Vendor relating to the
      Technology.



Part 8: Representations of Pubco

	23. 	
      Pubco hereby represents and warrants to the Vendor and
      the Executive that, as of the date hereof and as of the Closing:

	 	 	 
		(a) 	
      Following the contemplated 20-for-1 forward split of its
      stock and the issuance of all units to the Financiers in connection with
      the Financing, Pubco’s fully diluted capital stock shall be as set forth
      in Section 5 hereof. Other than as set forth in Section 5 hereof, there
      are no outstanding options, warrants, rights or agreements, orally or in
      writing, to purchase or acquire from Pubco any capital stock, or any
      securities or rights convertible into or exchangeable for capital stock of
      Pubco;

	 	 	 
		(b) 	
      All common shares to be issued to the Vendor and the
      Executive shall, when issued in accordance with the provisions of this
      Agreement, be validly authorized, duly issued, fully paid and
      non-assessable;

	 	 	 
		(c) 	
      Pubco has timely filed all required forms, reports and
      documents with the Securities and Exchange Commission (the "SEC"),
      each of which has complied in all material respects with all applicable
      requirements of the Securities Act of 1933, as amended and the Securities
      Exchange Act of 1934, as amended and the rules and regulations promulgated
      thereunder. As of the time it was filed with the SEC and none of such
      documents and reports contained any untrue statement of
a







- 10 -

	 		
      material fact or omitted to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading. Pubco: (a) is compliant with all listing requirements of the
      Market; and (b) has received no communication from the SEC or the Market
      regarding their intention to suspend or de-list Pubco’s common shares from
      the Market; and Pubco is not aware of any events or circumstances that may
      bring to any of the events listed in (a) or (b) above;

	 	 	 
	 	(d) 	
      Pubco does not have any obligations or liabilities of any
      type or nature whatsoever, contingent or otherwise, known or unknown,
      except for professional fees incurred by Pubco in connection with the Sale
      Transactions, which fees shall not exceed $50,000; and

	 	 	 
	 	(e) 	
      Pubco has the absolute and unrestricted right, power and
      authority to enter into and perform its obligations under this Agreement
      and the execution, delivery and performance by Pubco of this Agreement
      have been duly authorized by all necessary action, corporate and
      otherwise, on the part of Pubco. This Agreement constitutes the legal,
      valid and binding obligation of Pubco, enforceable against it in
      accordance with its terms. No consent, approval, order or authorization
      of, or registration, qualification, designation, declaration or filing
      with, any governmental authority is required on the part of Pubco in
      connection with the Sale Transactions, except for filings pursuant to the
      Securities Act of 1933 (Unites States), as amended, and the rules and
      regulations promulgated thereunder, and applicable state securities laws,
      which have been made or shall be made prior to the
  Closing.



Part 9: Pre and Post Closing Covenants

	24. 	
      The parties hereby covenant as follows:

	 	 	 
		(a) 	
      Until the Closing, the Vendor shall conduct the business
      concerning the Intellectual Property Assets (the "Business") in the
      same manner such Business was conducted to date; and

	 	 	 
		(b) 	
      The Vendor acknowledges that Pubco shall be required to
      provide substantial disclosure about the Business and its management to
      the SEC, and it agrees to fully co-operate to provide in a timely manner
      such information and disclosure about the Intellectual Property Assets and
      Business as Pubco’s legal counsel and auditors may reasonably request in
      order to comply with such legal requirements.



Part 10: Binding Agreement

	25. 	
      Upon acceptance of the terms of this Agreement by all of
      the parties hereto, the terms of this Agreement shall be a legally valid
      and binding agreement. For further certainty, this Agreement sets out the
      entire agreement between the parties hereto with respect to the subject
      matter hereof and supersedes any previous or contemporaneous oral or
      written agreements and understandings regarding such subject
  matter.

	 	 
	26. 	
      Upon the execution of this Agreement by both the Vendor
      and the Executive, Pubco shall pay to the Executive the amount of $10,000,
      which shall be used by the Executive and the







- 11 -

Vendor primarily for the purpose of
exploring potential sites for the operation of Pubco's business after the
Closing. At the Closing, Pubco shall cover the reasonable out of pocket expenses
(but expressly excluding any personal or corporate income tax) incurred by the
Vendor and the Executive in connection with the Sale Transactions. 

Part 11: General

	27. 	
      This Agreement shall be governed by and construed in
      accordance with the laws of the State of New York.

	 	 
	28. 	
      Should there be a disagreement or a dispute between the
      parties hereto with respect to this Agreement or the interpretation
      thereof, the same shall be referred to a single arbitrator who is a member
      of the American Arbitration Association whose identity shall be acceptable
      to both parties, and the determination of such arbitrator shall be final
      and binding upon the parties. The Arbitration shall be conducted in
      compliance with the rules of the American Arbitration Association and
      shall take place in New York, New York.

	 	 
	29. 	
      All dollar references herein are to United States
      dollars.

	 	 
	30. 	
      Time shall be of the essence hereof.

	 	 
	31. 	
      This Agreement may be executed in several counterparts
      and by facsimile, each of which will be deemed to be an original and all
      of which will together constitute one and the same
  instrument.



[Intentionally left blank; Signature Page follows] 




- 12 -

If the foregoing correctly sets out the terms of our agreement,
please execute this letter in the space provided. 

 

SMARTEC HOLDINGS INC. 

 

Per: /s/ Yapp Moi Lee

        Authorized Signatory 

AGREED TO AND ACCEPTED THIS 10th DAY OF JANUARY, 2008. 

 

INDIGOLEAF ASSOCIATES LTD. 

 

Per: /s/ Elisha
Orr 
        Authorized
Signatory 

	SIGNED, SEALED and DELIVERED by 	) 	  
	DR. AMNON GONENNE in the presence 	) 	  
	of: 	) 	  
	  	) 	  
	/s/ Dr. Raphael Yahel 	) 	  
	Signature 	) 	/s/ Dr. Amnon Gonenne 
	Dr. Raphael Yahel 	) 	DR. AMNON GONENNE 
	Print Name 	) 	  
	50 Burla Str 	) 	  
	Address 	) 	  
	Tel-Aviv, Israel 	) 	  
	  	) 	  
	Scientist 	) 	  
	Occupation 	  	  






SCHEDULE "A" 

Intellectual Property Assets 

The Intellectual Property Assets sold and transferred to Pubco
  hereunder shall include:

	(1) 	
      All laboratory records relating to Intellectual Property
      Assets, from any person or persons, including, but not limited to,
      laboratory notebooks, supporting materials, all experiments including
      protocols and testing results, and all other scientific and related notes
      and records.

	 	 	 
	(2) 	
      All laboratory records as described in Item (1) above,
      data, descriptions and materials, whether in written, audio, audio visual,
      CD, or any other medium relating to Intellectual Property
Assets.

	 	 	 
	(3) 	
      All developed or otherwise derived antibodies, all
      relevant knowhow to create such antibodies, any hybridomas, any other
      derivations, in whatever format relating to Intellectual Property
      Assets.

	 	 	 
	(4) 	
      All storage and related equipment owned containing any
      items described in Item (3) above.

	 	 	 
	(5) 	
      A record, in whatever form, listing or describing, in
      detail, approximately 5,000 "hybridoma libraries", which produce
      antibodies to any and all cancers, or other disease states, human or
      animal, including but not limited to, melanoma, ovarian carcinoma and
      prostate carcinoma.

	 	 	 
	(6) 	
      Specific developments, documented or otherwise,
      pertaining to "cancer-specific Mabs" including:

	 	 	 
		(A) 	
      A hybridoma (Mel 260) producing specific anti-melanoma
      antibody that is universal to all melanomas tested to date.

	 	 	 
		(B) 	
      Two screened hybridomas producing antibodies specific to
      prostate carcinoma.

	 	 	 
		(C) 	
      Two screened hybridomas producing antibodies specific to
      ovarian carcinomas.

	 	 	 
	(7) 	
      Any and all test data, results, clinical outcomes,
      in-vitro or otherwise, resulting from data or results obtained in Item (6)
      above, or any other results obtained from Intellectual Property Assets.
      This, to specifically include results obtained from the use of the
      antibodies described above for screening (OVCA) and histopathology of
      clinical specimens (skin and ocular melanoma).